Internal Equity Grant Process

Page purpose:

1. Define how new hire and refresh equity grants are entered into BambooHR
2. Outline process for obtaining board approval for grants
   1. Includes pre-board meeting audits, obtaining list of approved options granted, and entering approvals into Bamboo

Equity Basics

A few basics:

1. Carta is the system of record for granted options.
2. A granted option has been approved by the board.
3. The board meets quarterly to approve grants.
4. BambooHR is the system of record for Proposed, Not Yet Granted option grants
5. This document contains a process for moving grants from Proposed to Granted status via board approval.

You can find more info on our Equity plan here

Entering Equity Grants into BambooHR

BambooHR is the source of truth for our equity grants. This process describes data entry procedure for the Options section, located on each Teammate’s Profile>Job Tab. The Options section is used to populate the list that is sent to the board for approval on a quarterly basis. It must be kept up-to-date.

Board Approval Process

The People Team is responsible for preparing the initial data pull from BambooHR, and sharing a final list of grants made since the last board approval with the Legal Team. This includes auditing BambooHR for accuracy. The People Team is responsible for maintaining BambooHR records, which includes updating approved grants from “Proposed, Not yet granted” to “Granted” in BambooHR following board approval.

1. Pull the report titled “Equity Audit” from BambooHR. This will include all equity grants and we will perform filters/audits to prepare the list of grants that is sent to Legal for board approval.
2. After downloading the “Equity Audit Report” filter the report to only include “Proposed, Not Yet Granted” options
3. Ensure Vesting Start Dates are all listed as after the last board approval date. If any are from previous quarters, check whether they were missed in the previous board approval process and must be included in this round of board approvals, or if they were already approved by the board and just need to be marked as “granted” in Bamboo.
4. Cross-check whether there are any equity change requests in progress in Bamboo with effective dates during the relevant timeframe. These should be added to the report before sharing with Legal.
5. Cross-check all options amounts against a) Signed offers or b) refresh/promo letter. Amounts listed in documents must match Bamboo

• Both should be in the Documents tab in Bamboo - add them in if they are not
• When there is a promotion cycle, double check against final list of approved promotions to make sure all have been entered into Bamboo

6. Pull a report of all new hires, and check to ensure every new hire since the last grant date is on the list.

• Our current comp structure means everyone is stock-eligible.
• Confirm Vest Start Dates entered into Bamboo correspond with New Hire Start Dates for all New Hire Grants

7. Use data from the report to populate the List for Legal - Template
   1. Copy/paste names into this template from report
   2. Copy/paste “No. of options” into template
   3. Copy/paste “Vesting Start date”
   4. Copy/paste “Country” into column H, “ISO/NSO”
   5. Replace United States with ISO
   6. Replace all other countries with NSO
   7. For “Relationship,” those receiving ISOs are “Employee.” All else are “Consultant.”
      1. Note: Make sure that all Consultants receive NSOs. Some US teammates are part-time or temporary consultants–they should receive NSOs and be Consultants. Process improvement opportunity is to add employee type to the Equity Audit report and use that instead.
   8. Skip these (Legal fills out): Exercise/vest schedule & % fully diluted
8. Double check that no grants were accidentally marked as “Granted” in Bamboo by removing all filters from the Equity report, and filtering only by vesting start date. Any grants from the current quarter should be marked as “Proposed, Not Yet Granted” since they haven’t gone through board approvals yet. If any are marked as “granted” already, run a report in Carta to check that the grant is, actually, Granted before adjusting to “Proposed, not yet granted” and adding them to the report for Legal/Board approval. Carta is the system of record for approved grants. Likewise, offer letters are the source of truth for new hire grants.
9. Send the populated List for Legal to our Legal team via #stock-option-grants Ensure you are not posting in the public channel!
10. Legal team sends the list to outside counsel and facilitates board approval

Recording grants as approved in Bamboo

Following each board meeting, BambooHR must be updated to reflect approved grants.

The Legal team will post in #stock-option-grants with a list of approved grants (the Options report, mentioned below). Grants should be updated to “Granted” status within one week of receiving this list.

To record approved grants:

1. Navigate to each employee’s BambooHR Profile>Job Tab

2. Scroll to the Options section and select the “Edit” button next to grant(s) listed as “Proposed, Not Yet Granted.”

3. Update each field denoted with a * below

   *Status: [Update to] Granted

   No. of Options: [Verify this number matches the number in the report of approved grants received from Legal] Granted options amount in number of shares

   Vesting Start Date: _[Verify this date matches “vesting start date” on report] _Date of hire or refresh letter

   *Grant Date: [Enter grant date from Options report]

   *Exercise Price: Leave blank (Carta will be our source of truth)

   Certificate Number: Leave blank

   Equity Notes: Do not change.

Once all grants have been approved, pull the report titled “Equity Audit.” All grants should be listed as “Granted” OR have a Vesting Start Date later than the date the previous board meeting’s options list was finalized and be listed as “Proposed, Not Yet Granted.

Any options listed in BambooHR as “Proposed, Not Yet Granted” should not be in Carta.